JOHNSON OUTDOORS INC - Quarter Report: 2007 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[
X ] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
quarterly period ended June 29, 2007
OR
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
transition period from _________ to _________
Commission
file number 0-16255
JOHNSON
OUTDOORS INC.
(Exact
name of Registrant as specified in its charter)
Wisconsin
(State
or other jurisdiction of
incorporation
or organization)
|
39-1536083
(I.R.S.
Employer Identification No.)
|
555
Main Street, Racine, Wisconsin 53403
(Address
of principal executive offices)
(262)
631-6600
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes [ X ] No [
]
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [ X
] Non-accelerated filer [ ]
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [
] No [ X ]
As
of
July 17, 2007, 7,949,087 shares of Class A and 1,217,939 shares of Class B
common stock of the Registrant were outstanding.
JOHNSON
OUTDOORS INC.
Form
10-Q
June
29, 2007
Index
|
Page
No.
|
|||
PART
I
|
FINANCIAL
INFORMATION
|
|||
Item
1.
|
Financial
Statements
|
|||
Condensed
Consolidated Statements of
Operations
– Three and nine months ended
June
29, 2007 and June 30, 2006
|
1
|
|||
Condensed
Consolidated Balance Sheets -
June
29, 2007, September 29, 2006 and June 30, 2006
|
2
|
|||
Condensed
Consolidated Statements of Cash Flows -
nine
months ended June 29, 2007 and June 30, 2006
|
3
|
|||
Notes
to Condensed Consolidated Financial Statements
|
4
|
|||
Item
2.
|
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
|
13
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
21
|
||
Item
4.
|
Controls
and Procedures
|
21
|
||
PART
II
|
OTHER
INFORMATION
|
|||
Item
1.
|
Legal
Proceedings
|
22
|
||
Item
6.
|
Exhibits
|
22
|
||
Signatures
|
23
|
|||
Exhibit
Index
|
24
|
PART
I FINANCIAL
INFORMATION
Item
1. Financial
Statements
JOHNSON
OUTDOORS INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(thousands,
except per share data)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
June
29
2007
|
June
30
2006
|
June
29
2007
|
June
30
2006
|
|||||||||||||
Net
sales
|
$ |
150,570
|
$ |
135,540
|
$ |
344,394
|
$ |
315,476
|
||||||||
Cost
of sales
|
86,708
|
78,133
|
204,966
|
184,300
|
||||||||||||
Gross
profit
|
63,862
|
57,407
|
139,428
|
131,176
|
||||||||||||
Operating
expenses:
|
||||||||||||||||
Marketing
and selling
|
32,640
|
29,362
|
80,106
|
72,088
|
||||||||||||
Administrative
management, finance and information systems
|
8,665
|
9,432
|
27,805
|
26,073
|
||||||||||||
Litigation
settlement
|
4,400
|
—
|
4,400
|
—
|
||||||||||||
Research
and development
|
3,090
|
2,901
|
9,235
|
8,395
|
||||||||||||
Losses
related to New York flood
|
—
|
1,200
|
—
|
1,200
|
||||||||||||
Profit
sharing
|
390
|
600
|
1,774
|
2,051
|
||||||||||||
Total
operating expenses
|
49,185
|
43,495
|
123,320
|
109,807
|
||||||||||||
Operating
profit
|
14,677
|
13,912
|
16,108
|
21,369
|
||||||||||||
Interest
income
|
(106 | ) | (118 | ) | (465 | ) | (340 | ) | ||||||||
Interest
expense
|
1,572
|
1,573
|
4,128
|
3,915
|
||||||||||||
Other
(income) expense, net
|
(528 | ) |
167
|
(658 | ) |
458
|
||||||||||
Income
before income taxes
|
13,739
|
12,290
|
13,103
|
17,336
|
||||||||||||
Income
tax expense
|
5,471
|
5,727
|
5,354
|
7,694
|
||||||||||||
Net
income
|
$ |
8,268
|
$ |
6,563
|
$ |
7,749
|
$ |
9,642
|
||||||||
Basic
earnings per common share
|
$ |
0.91
|
$ |
0.73
|
$ |
0.86
|
$ |
1.07
|
||||||||
Diluted
earnings per common share
|
$ |
0.89
|
$ |
0.72
|
$ |
0.84
|
$ |
1.05
|
||||||||
Cash dividends declared per Class A common share | $ | 0.055 | $ |
—
|
$ | 0.055 | $ |
—
|
||||||||
Cash dividends declared per Class B common share | $ | 0.050 | $ |
—
|
$ | 0.050 | $ |
—
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
1
JOHNSON
OUTDOORS INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(thousands,
except share data)
|
June
29
2007
(unaudited)
|
September
29
2006
(audited)
|
June
30
2006
(unaudited)
|
|||||||||
ASSETS
|
||||||||||||
Current
assets:
|
||||||||||||
Cash
and cash equivalents
|
$ |
35,426
|
$ |
51,689
|
$ |
43,629
|
||||||
Accounts
receivable, less allowance for doubtful
accounts
of $2,585, $2,318 and $2,518, respectively
|
107,851
|
52,844
|
94,770
|
|||||||||
Inventories,
net
|
85,097
|
63,828
|
65,388
|
|||||||||
Deferred
income taxes
|
9,859
|
9,462
|
8,315
|
|||||||||
Other
current assets
|
7,454
|
7,074
|
8,337
|
|||||||||
Total
current assets
|
245,687
|
184,897
|
220,439
|
|||||||||
Property,
plant and equipment, net
|
33,522
|
31,600
|
31,344
|
|||||||||
Deferred
income taxes
|
15,205
|
14,576
|
19,611
|
|||||||||
Goodwill
|
51,073
|
42,947
|
44,835
|
|||||||||
Intangible
assets, net
|
4,550
|
4,590
|
3,823
|
|||||||||
Other
assets
|
6,160
|
5,616
|
5,338
|
|||||||||
Total
assets
|
$ |
356,197
|
$ |
284,226
|
$ |
325,390
|
||||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||||||
Current
liabilities:
|
||||||||||||
Short-term
notes payable
|
$ |
51,042
|
$ |
—
|
$ |
26,000
|
||||||
Current
maturities of long-term debt
|
10,801
|
17,000
|
17,001
|
|||||||||
Accounts
payable
|
29,131
|
17,506
|
21,501
|
|||||||||
Accrued
liabilities:
|
||||||||||||
Salaries,
wages and benefits
|
13,186
|
16,577
|
17,495
|
|||||||||
Accrued
discounts and returns
|
7,155
|
5,047
|
6,050
|
|||||||||
Accrued
interest payable
|
330
|
1,118
|
384
|
|||||||||
Income
taxes payable
|
5,713
|
1,258
|
6,915
|
|||||||||
Litigation
settlement
|
4,400
|
—
|
—
|
|||||||||
Other
|
21,575
|
16,144
|
19,690
|
|||||||||
Total
current liabilities
|
143,333
|
74,650
|
115,036
|
|||||||||
Long-term
debt, less current maturities
|
10,006
|
20,807
|
20,806
|
|||||||||
Other
liabilities
|
9,081
|
7,888
|
8,023
|
|||||||||
Total
liabilities
|
162,420
|
103,345
|
143,865
|
|||||||||
Shareholders’
equity:
|
||||||||||||
Preferred
stock: none issued
|
—
|
—
|
—
|
|||||||||
Common
stock:
|
||||||||||||
Class
A shares issued:
June
29, 2007, 7,949,087;
September
29, 2006, 7,858,800;
June
30, 2006, 7,858,800
|
397
|
393
|
393
|
|||||||||
Class
B shares issued (convertible into Class A):
June
29, 2007, 1,217,939;
September
29, 2006, 1,217,977;
June
30, 2006, 1,217,977
|
61
|
61
|
61
|
|||||||||
Capital
in excess of par value
|
56,620
|
55,459
|
55,325
|
|||||||||
Retained
earnings
|
125,266
|
118,015
|
118,942
|
|||||||||
Accumulated
other comprehensive income
|
11,433
|
6,953
|
6,804
|
|||||||||
Total
shareholders’ equity
|
$ |
193,777
|
$ |
180,881
|
$ |
181,525
|
||||||
Total
liabilities and shareholders’ equity
|
$ |
356,197
|
$ |
284,226
|
$ |
325,390
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
2
JOHNSON
OUTDOORS INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(thousands)
|
Nine
Months Ended
|
|||||||
June
29
2007
|
June
30
2006
|
|||||||
CASH
USED FOR OPERATING ACTIVITIES
|
||||||||
Net
income
|
$ |
7,749
|
$ |
9,642
|
||||
Adjustments
to reconcile net income to net cash used for operating
activities:
|
||||||||
Depreciation
|
6,850
|
6,170
|
||||||
Amortization
of intangible assets
|
74
|
261
|
||||||
Amortization
of deferred financing costs
|
132
|
132
|
||||||
Stock
based compensation
|
489
|
494
|
||||||
Deferred
income taxes
|
(1,026 | ) | (105 | ) | ||||
Change
in operating assets and liabilities, net of effect of
businesses
acquired or sold:
|
||||||||
Accounts
receivable, net
|
(52,886 | ) | (44,530 | ) | ||||
Inventories,
net
|
(18,391 | ) | (10,488 | ) | ||||
Accounts
payable and accrued liabilities
|
21,624
|
13,991
|
||||||
Other,
net
|
499
|
(3,285 | ) | |||||
(34,886 | ) | (27,718 | ) | |||||
CASH
USED FOR INVESTING ACTIVITIES
|
||||||||
Payments
for purchase of business
|
(9,595 | ) | (9,863 | ) | ||||
Additions
to property, plant and equipment
|
(8,255 | ) | (6,347 | ) | ||||
(17,850 | ) | (16,210 | ) | |||||
CASH
PROVIDED BY FINANCING ACTIVITIES
|
||||||||
Net
borrowings from short-term notes payable
|
51,040
|
26,000
|
||||||
Principal
payments on senior notes and other long-term debt
|
(17,001 | ) | (13,000 | ) | ||||
Borrowings
on long-term debt
|
—
|
7
|
||||||
Excess
tax benefits from stock based compensation
|
37
|
25
|
||||||
Common
stock transactions
|
663
|
150
|
||||||
34,739
|
13,182
|
|||||||
Effect
of foreign currency exchange rate changes on cash and
cash
equivalents
|
1,734
|
2,264
|
||||||
Decrease
in cash and cash equivalents
|
(16,263 | ) | (28,482 | ) | ||||
CASH
AND CASH EQUIVALENTS
|
||||||||
Beginning
of period
|
51,689
|
72,111
|
||||||
End
of period
|
$ |
35,426
|
$ |
43,629
|
The
accompanying notes are an integral part of the condensed consolidated financial
statements.
3
JOHNSON
OUTDOORS INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1
Basis of Presentation
The
condensed consolidated financial statements included herein are unaudited.
In
the opinion of management, these statements contain all adjustments (consisting
of only normal recurring items) necessary to present fairly the financial
position of Johnson Outdoors Inc. and subsidiaries (the Company) as of June
29,
2007 and June 30, 2006 and the results of operations for the three and nine
months ended June 29, 2007 and June 30, 2006 and cash flows for the nine months
ended June 29, 2007 and June 30, 2006. These condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company’s Annual Report on Form
10-K for the fiscal year ended September 29, 2006.
All
monetary amounts, other than share and per share amounts, are stated in
thousands.
Certain
amounts as previously reported have been reclassified to conform to the current
period presentation.
2
Accounts Receivable
Accounts
receivable are stated net of an allowance for doubtful accounts. The increase
in
net accounts receivable to $107,851 as of June 29, 2007 from $52,844 as of
September 29, 2006 is attributable to the seasonal nature of the Company's
business. The calculation of the allowance for doubtful accounts is based on
a
combination of factors. In circumstances where specific collection concerns
exist, a reserve is established to value the account receivable at an amount
the
Company believes will be collected. For all other customers, the Company
recognizes allowances for doubtful accounts based on historical experience
of
bad debts as a percent of accounts receivable for each business unit.
Uncollectible accounts are written off against the allowance for doubtful
accounts after collection efforts have been exhausted. The Company typically
does not require collateral on its accounts receivable.
3
Earnings per Share
The
following table sets forth the computation of basic and diluted earnings per
common share for the periods presented below:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
June
29
2007
|
June
30
2006
|
June
29
2007
|
June
30
2006
|
|||||||||||||
Net
income
|
$ |
8,268
|
$ |
6,563
|
$ |
7,749
|
$ |
9,642
|
||||||||
Weighted
average common shares – Basic
|
9,054,276
|
8,996,414
|
9,029,318
|
8,985,578
|
||||||||||||
Dilutive
stock options and restricted stock
|
207,909
|
154,549
|
209,182
|
165,827
|
||||||||||||
Weighted
average common shares - Diluted
|
9,262,185
|
9,150,963
|
9,238,500
|
9,151,405
|
||||||||||||
Basic
earnings per common share
|
$ |
0.91
|
$ |
0.73
|
$ |
0.86
|
$ |
1.07
|
||||||||
Diluted
earnings per common share
|
$ |
0.89
|
$ |
0.72
|
$ |
0.84
|
$ |
1.05
|
4
JOHNSON
OUTDOORS INC.
4
Stock-Based Compensation and Stock Ownership Plans
The
Company’s current stock ownership plans provide for issuance of options to
acquire shares of Class A common stock by key executives and non-employee
directors. The plans also allow for issuance of restricted stock or stock
appreciation rights in lieu of options. Shares available for grant under the
Company’s stock ownership plans to key executives and non-employee directors
were 536,430 at June 29, 2007.
Stock
Options
All
stock
options have been granted at a price not less than fair market value at the
date
of grant and become exercisable over periods of one to three years from the
date
of grant. Stock options generally have a term of 10 years.
Total
stock compensation expense for stock options granted prior to October 1, 2005,
calculated pursuant to SFAS 123(R), and recognized by the Company for the three
months and nine months ended June 30, 2006 was $14 and $50, respectively. There
was no compensation expense for stock options recognized by the Company for
the
three months and nine months ended June 29, 2007. The Company’s stock options
outstanding are all fully vested, with no further compensation expense to be
recognized. There were no grants of stock options during the three months and
nine months ended June 29, 2007.
A
summary
of stock option activity for the nine months ended June 29, 2007 related to
the
Company’s stock ownership plans is as follows:
|
|
|||||||||||||||
Shares
|
|
Weighted
Average Exercise Price
|
|
Weighted
Average Remaining Contractual Term (Years)
|
|
Aggregate
Intrinsic Value
|
||||||||||
Outstanding
at September 29, 2006
|
332,533
|
$ |
9.03
|
|||||||||||||
Exercised
|
(44,190 | ) |
10.94
|
|||||||||||||
Canceled
|
(1,950 | ) |
19.88
|
|||||||||||||
Outstanding
and exercisable at June 29, 2007
|
286,393
|
$ |
8.66
|
3.2
|
$ |
3,285
|
Restricted
Stock
All
shares of restricted stock awarded by the Company have been granted at fair
market value on the date of grant and vest either immediately or over a period
of three to five years. The Company granted 1,346 shares of restricted stock
with a value of $25 in the three months ended June 29, 2007; no shares of
restricted stock were granted in the three months ended June 30, 2006.
Amortization expense related to the restricted stock was $131 and $38 during
the
three months ended June 29, 2007 and June 30, 2006, respectively, and $465
and
$422 during the nine months ended June 29, 2007 and June 30, 2006, respectively.
The value of restricted stock forfeitures was $0 and $385 for the three months
ended June 29, 2007 and June 30, 2006, respectively, and $130 and $385 for
the
nine months ended June 29, 2007 and June 30, 2006, respectively. Unvested
restricted stock issued and outstanding as of June 29, 2007 totaled 105,102
shares, having a gross unamortized value of $1,052, which will be amortized
to
expense through April 2012.
5
JOHNSON
OUTDOORS INC.
A
summary
of unvested restricted stock activity for the nine months ended June 29, 2007
related to the Company’s stock ownership plans is as follows:
Shares
|
Weighted
Average
Grant
Price
|
|||||||
Unvested
restricted stock at September 29, 2006
|
76,120
|
$ |
16.88
|
|||||
Restricted
stock grants
|
43,328
|
18.42
|
||||||
Restricted
stock vested
|
(6,850 | ) |
18.25
|
|||||
Restricted
stock canceled
|
(7,496 | ) |
17.35
|
|||||
Unvested
restricted stock at June 29, 2007
|
105,102
|
$ |
17.39
|
Phantom
Stock Plan
The
Company adopted a phantom stock plan during fiscal 2003. Under this plan,
certain employees were entitled to earn cash bonus awards based upon the
performance of the Company’s Class A common stock. The Company recognized no
expense under the phantom stock plan during the three months ended June 29,
2007
and $24 during the nine months ended June 29, 2007. For the three months ended
June 30, 2006, a net recovery of $84 was realized, due to the departure of
plan
participants from the Company, while for the nine months ended June 30, 2006,
a
net expense of $54 was recognized. The Company made payments of $319 and $411
to
participants in the plan during the nine months ended June 29, 2007 and June
30,
2006, respectively. There were no grants of phantom shares by the Company in
fiscal 2007 or 2006 and the Company does not anticipate grants of phantom shares
in the future.
Employee
Stock Purchase Plan
The
Company’s employees’ stock purchase plan provides for the issuance of shares of
Class A common stock at a purchase price of not less than 85% of the fair market
value of such shares on the date of grant or at the end of the offering period,
whichever is lower. Shares available for purchase by employees under this plan
were 65,330 at June 29, 2007. The Company issued 10,227
and 7,285 shares under the plan on April 30, 2007 and April 19, 2006.
Compensation expense calculated pursuant to SFAS 123(R) for the employees’ stock
purchase plan of $31 was recorded during the three and nine months ended June
29, 2007 and $22 was recorded during the nine months ended June 30,
2006.
6
JOHNSON
OUTDOORS INC.
5
Pension Plans
The
components of net periodic benefit cost related to Company administered benefit
plans for the three and nine months ended June 29, 2007 and June 30, 2006,
respectively, were as follows.
|
|
|||||||||||||||
|
Three
Months Ended
|
|
Nine
Months Ended
|
|||||||||||||
June
29
2007
|
June
30
2006
|
June
29
2007
|
June
30
2006
|
|||||||||||||
Components
of net periodic benefit cost:
|
||||||||||||||||
Service
cost
|
$ |
176
|
$ |
157
|
$ |
528
|
$ |
471
|
||||||||
Interest
on projected benefit obligation
|
231
|
236
|
694
|
708
|
||||||||||||
Less
estimated return on plan assets
|
218
|
206
|
654
|
619
|
||||||||||||
Amortization
of unrecognized:
|
||||||||||||||||
Net
loss
|
67
|
28
|
201
|
84
|
||||||||||||
Prior
service cost
|
3
|
6
|
7
|
18
|
||||||||||||
Transition
asset
|
(1 | ) |
—
|
(2 | ) |
—
|
||||||||||
Net
amount recognized
|
$ |
258
|
$ |
221
|
$ |
774
|
$ |
662
|
6
Income Taxes
The
Company’s provision for income taxes is based upon estimated annual effective
tax rates in the tax jurisdictions in which the Company operates. The Company’s
effective tax rate for the three and nine months ended June 29, 2007 was 39.8%
and 40.9%, respectively, compared to 46.6% and 44.4%, in the corresponding
periods of the prior year. The effective tax rates for the three and nine month
periods ended June 29, 2007 were impacted by a change in the tax rate used
to
value the majority of deferred tax assets in the United States from 34% to
35%. In addition, the nine month period ended June 29, 2007 was also
impacted by foreign tax audit settlements which occurred in the second
quarter. The effective tax rates for the three and nine month periods
ended June 30, 2006 were negatively impacted by charges of $0.9 million related
to foreign tax audits.
7 Inventories
Inventories
at the end of the respective periods consist of the following:
June
29
2007
|
September
29
2006
|
June
30
2006
|
||||||||||
Raw
materials
|
$ |
32,513
|
$ |
24,895
|
$ |
27,638
|
||||||
Work
in process
|
3,460
|
4,194
|
3,164
|
|||||||||
Finished
goods
|
52,944
|
38,185
|
37,754
|
|||||||||
88,917
|
67,274
|
68,556
|
||||||||||
Less
reserves
|
3,820
|
3,446
|
3,168
|
|||||||||
$ |
85,097
|
$ |
63,828
|
$ |
65,388
|
8
New Accounting Pronouncements
In
July
2006, the Financial Accounting Standards Board (FASB) issued Interpretation
48
(“FIN 48”), Accounting for Uncertainty in Income Taxes - an Interpretation
of FASB Statement No 109. This Interpretation provides a consistent
recognition threshold and measurement attribute, as well as criteria for
recognizing, derecognizing and measuring uncertain tax positions for financial
statement purposes. This Interpretation also requires expanded disclosure with
respect to the uncertainty in income tax positions. FIN 48 will be effective
beginning in fiscal year 2008 for the Company. Management is currently assessing
the effect of this pronouncement on the Company’s consolidated financial
statements.
7
JOHNSON
OUTDOORS INC.
In
September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for
Defined Pension and Other Postretirement Plans. This Statement requires
recognition of the funded status of a single-employer defined benefit
postretirement plan as an asset or liability in its statement of financial
position. Funded status is determined as the difference between the fair value
of plan assets and the benefit obligation under the plan. Changes in that funded
status will be recognized in other comprehensive income. This recognition
provision and the related disclosures are to be effective at the end of fiscal
2007 for the Company. This Statement also requires the measurement of plan
assets and benefit obligations as of the date of the fiscal year-end balance
sheet. This measurement provision is effective for fiscal 2009 for the Company.
Management is currently assessing the effect of this pronouncement on the
Company’s consolidated financial statements and will recalculate the funded
status of its defined benefit pension plans during the fourth quarter of fiscal
2007. Had the Company been required to recognize the underfunded status of
its
defined benefit plans in its consolidated balance sheet as of September 29,
2006, other long-term liabilities would have increased by $1,915 with a
corresponding decrease in other comprehensive income, net of deferred income
taxes.
9
Acquisitions
Lendal
Products Ltd.
On
October 3, 2006, the Company acquired all of the outstanding common stock of
Lendal Products Ltd. (Lendal) from Lendal's founders for $1,404, plus $99 in
transaction costs. The transaction was funded using existing cash on hand and
was acquired to add to the breadth of the Company's Watercraft product lines.
Lendal, which is located in Scotland, manufactures and markets premium
performance sea touring, whitewater and surf paddles and blades. The Lendal
products are sold through the same channels as the Company’s other Watercraft
products and are included in the Company’s Watercraft segment.
The
acquisition was accounted for using the purchase method and, accordingly, the
Company's condensed consolidated Financial Statements include the results of
operations subsequent to the date of acquisition.
The
Company is not required to prepare pro forma financial information with respect
to the Lendal acquisition due to the immateriality of the
transaction.
Seemann
Sub GmbH & Co.
On
April
2, 2007, the Company purchased the business assets and related liabilities
of
Seemann Sub gmbH & Co. KG (Seemann) for $7,757, plus $335 in transaction
costs. The purchase agreement provides for up to $669 in additional purchase
price consideration based on the attainment of specific integration success
criteria. Seemann, located in Wendelstein, Germany, is one of that country’s
leading dive equipment providers. The purchase of the Seemann Sub brand will
expand the Company’s product line with dive gear for the price-driven consumer.
The Seemann product line is sold through the same channels as the Company’s
other diving products and is included in the Company’s Diving
segment
The
purchase was accounted for using the purchase accounting method and,
accordingly, the Company's condensed consolidated financial statements will
include the results of operations subsequent to the date of
acquisition.
The
Company is not required to prepare pro forma financial information with respect
to the Seemann purchase due to the immateriality of the
transaction.
8
JOHNSON
OUTDOORS INC.
10 Warranties
The
Company provides warranties on certain products as they are sold. The following
table summarizes the warranty activity during the nine months ended June 29,
2007 and June 30, 2006.
June
29
2007
|
June
30
2006
|
|||||||
Balance
at beginning of period
|
$ |
3,844
|
$ |
3,287
|
||||
Expense
accruals for warranties issued during the period
|
3,196
|
3,299
|
||||||
Warranty
accruals assumed
|
39
|
398
|
||||||
Less
current period warranty claims paid
|
(1,959 | ) | (2,779 | ) | ||||
Balance
at end of period
|
$ |
5,120
|
$ |
4,205
|
11 Comprehensive
Income
Comprehensive
income includes net income and changes in shareholders’ equity from non-owner
sources. For the Company, the difference between net income and comprehensive
income is due to cumulative foreign currency translation adjustments. The
strengthening of worldwide currencies against the U.S. dollar created the
Company's translation adjustment income for the three and nine months ended
June
29, 2007.
Comprehensive
income for the respective periods consists of the following:
|
|
|||||||||||||||
|
Three
Months Ended
|
|
Nine
Months Ended
|
|||||||||||||
June
29
2007
|
June
30
2006
|
June
29
2007
|
June
30
2006
|
|||||||||||||
Net
income
|
$ |
8,268
|
$ |
6,563
|
$ |
7,749
|
$ |
9,642
|
||||||||
Translation
adjustments
|
1,136
|
5,410
|
4,480
|
4,802
|
||||||||||||
Comprehensive
income
|
$ |
9,404
|
$ |
11,973
|
$ |
12,229
|
$ |
14,444
|
12 Restructuring
In
May,
2007, the Company announced plans to consolidate the operations of the Scubapro
facility in Bad Säckingen, Germany into the recently purchased Seemann
operations in Wendelstein, Germany. As a result of the closing of the Bad
Säckingen facility, the Company has recognized an expense of $510, consisting
of
employee termination benefits and related costs of $463 and non-employee exit
costs of $47. This closure resulted in the reduction of 21 positions. These
charges are included in the Administrative management, finance and information
systems line in the Company’s Condensed Consolidated Statements of Operations
and in the Diving segment in the Management’s Discussion and Analysis of
Financial Condition and Results of Operations. Restructuring costs are
anticipated to be approximately $800 for the fiscal year ending September 28,
2007, consisting of approximately $140 of contract exit costs, $600 of employee
termination costs, and $60 of other exit costs. Total restructuring
costs for the Bad Säckingen closure are anticipated to be approximately $840,
consisting of approximately $140 of contract exit costs, $600 of employee
termination costs, and $100 of other exit costs. The closure project
is expected to be completed by the end of the fiscal 2008 first
quarter.
9
JOHNSON
OUTDOORS INC.
The
following represents a reconciliation of the changes in restructuring reserves
related to projects through June 29, 2007:
|
|
|
|
|||||||||||||
|
Employee
Termination Costs
|
|
Contract
Exit Costs
|
|
Other
Exit
Costs
|
|
Total
|
|||||||||
Accrued
liabilities as of September 29, 2006
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
||||||||
Activity
during quarter ended June 29, 2007:
|
||||||||||||||||
Additional
charges (recoveries)
|
||||||||||||||||
Charges
to earnings
|
463
|
—
|
47
|
510
|
||||||||||||
Settlement
payments and other
|
—
|
—
|
—
|
—
|
||||||||||||
Accrued
liabilities as of June 29, 2007
|
$ |
463
|
$ |
—
|
$ |
47
|
$ |
510
|
13 Segments
of Business
The
Company conducts its worldwide operations through separate global business
units, each of which represents major product lines. Operations are conducted
in
the United States and various foreign countries, primarily in Europe, Canada
and
the Pacific Basin. The Company had no single customer that represented more
than
10% of its net sales during the three and nine months ended June 29, 2007 and
June 30, 2006.
Net
sales
and operating profit include both sales to customers, as reported in the
Company’s condensed consolidated statements of operations, and interunit
transfers, which are priced to recover cost plus an appropriate profit margin.
Total assets are those assets used in the Company’s operations in each business
unit at the end of the periods presented.
10
JOHNSON
OUTDOORS INC.
A
summary
of the Company’s operations by business unit is presented for the periods shown
below:
|
|
|||||||||||||||
|
Three
Months Ended
|
|
Nine
Months Ended
|
|||||||||||||
June
29
2007
|
June
30
2006
|
June
29
2007
|
June
30
2006
|
|||||||||||||
Net
sales:
|
||||||||||||||||
Marine
electronics:
|
||||||||||||||||
Unaffiliated
customers
|
$ |
70,882
|
$ |
57,525
|
$ |
164,768
|
$ |
139,046
|
||||||||
Interunit
transfers
|
124
|
60
|
242
|
86
|
||||||||||||
Outdoor
equipment:
|
||||||||||||||||
Unaffiliated
customers
|
17,184
|
20,416
|
46,432
|
53,437
|
||||||||||||
Interunit
transfers
|
36
|
14
|
62
|
30
|
||||||||||||
Watercraft:
|
||||||||||||||||
Unaffiliated
customers
|
37,034
|
35,466
|
71,466
|
67,922
|
||||||||||||
Interunit
transfers
|
112
|
67
|
150
|
139
|
||||||||||||
Diving:
|
||||||||||||||||
Unaffiliated
customers
|
25,238
|
21,913
|
61,375
|
54,686
|
||||||||||||
Interunit
transfers
|
223
|
352
|
535
|
517
|
||||||||||||
Other/Corporate
|
232
|
220
|
353
|
385
|
||||||||||||
Eliminations
|
(495 | ) | (493 | ) | (989 | ) | (772 | ) | ||||||||
$ |
150,570
|
$ |
135,540
|
$ |
344,394
|
$ |
315,476
|
|||||||||
Operating
profit:
|
||||||||||||||||
Marine
electronics
|
$ |
12,551
|
$ |
9,852
|
$ |
21,559
|
$ |
20,713
|
||||||||
Outdoor
equipment
|
2,806
|
2,476
|
5,681
|
7,094
|
||||||||||||
Watercraft
|
(1,199 | ) |
3,047
|
(4,093 | ) | (584 | ) | |||||||||
Diving
|
3,014
|
2,143
|
3,769
|
3,178
|
||||||||||||
Other/Corporate
|
|
(2,495 | ) | (3,606 | ) | (10,808 | ) | (9,032 | ) | |||||||
$ |
14,677
|
$ |
13,912
|
$ |
16,108
|
$ |
21,369
|
|||||||||
Total
assets (end of period):
|
||||||||||||||||
Marine
electronics
|
$ |
115,163
|
$ |
87,922
|
||||||||||||
Outdoor
equipment
|
32,230
|
32,237
|
||||||||||||||
Watercraft
|
79,841
|
71,681
|
||||||||||||||
Diving
|
115,016
|
100,399
|
||||||||||||||
Other/Corporate
|
13,947
|
33,151
|
||||||||||||||
$ |
356,197
|
$ |
325,390
|
14 Litigation
The
Company is subject to various legal actions and proceedings in the normal course
of business, including those related to product liability and environmental
matters. The Company is insured against loss for certain of these matters.
Although litigation is subject to many uncertainties and the ultimate exposure
with respect to these matters cannot be ascertained, management does not believe
the final outcome of any pending litigation will have a material adverse effect
on the financial condition, results of operations, liquidity or cash flows
of
the Company.
On
July
10, 2007, after considering the costs of continuing to pursue litigation, the
Company reached a settlement agreement with Confluence Holdings Corp. that
will
end a long-standing intellectual property dispute between the two companies.
While the terms of the agreement are confidential, the settlement does not
constitute an admission of wrongdoing by either party and includes a one-time
payment by Johnson Outdoors to Confluence Holdings Corp. of $4.4
million. The Company has made an insurance claim for this matter, and
at this time does not expect resolution of the claim with its insurer in fiscal
2007.
11
JOHNSON
OUTDOORS INC.
15 Subsequent
Event
On
July
26, 2007, the Company received approximately $1.1 million in reimbursement
under
its insurance coverage for losses incurred by the Binghamton, New York
manufacturing facility resulting from extensive flooding that occurred in the
State of New York in June of 2006. The Company estimates that $1.0
million of this reimbursement will result in a gain to be recorded in the fourth
quarter of fiscal 2007.
12
JOHNSON
OUTDOORS INC.
Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
The
following discussion includes comments and analysis relating to the results
of
operations and financial condition of Johnson Outdoors Inc. and its subsidiaries
(the Company) as of and for the three and nine months ended June 29, 2007 and
June 30, 2006. This discussion should be read in conjunction with the condensed
consolidated financial statements and related notes that immediately precede
this section, as well as the Company’s Annual Report on Form 10-K for the fiscal
year ended September 29, 2006.
Forward
Looking Statements
Certain
matters discussed in this Form 10-Q are “forward-looking statements,” and the
Company intends these forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and is including this statement for
purposes of those safe harbor provisions. These forward-looking statements
can
generally be identified as such because the context of the statement includes
phrases such as the Company “expects,” “believes,” “anticipates,” “could,”
“intend,” “may,” “planned,” “potential,” “should,” “will,” and “would” or other
words of similar meaning. Similarly, statements that describe the Company’s
future plans, objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties which
could cause actual results or outcomes to differ materially from those currently
anticipated. Factors that could affect actual results or outcomes include
changes in consumer spending patterns; the Company’s success in implementing its
strategic plan, including its focus on innovation; actions of companies that
compete with the Company; the Company’s success in managing inventory; movements
in foreign currencies or interest rates; unanticipated issues related to the
Company’s military tent business; the success of suppliers and customers; the
ability of the Company to deploy its capital successfully; unanticipated
outcomes related to outsourcing certain manufacturing processes; unanticipated
outcomes related to outstanding litigation matters; and adverse weather
conditions. Shareholders, potential investors and other readers are urged to
consider these factors and such other uncertainties and risks that may affect
the Company's performance which are discussed further in Part I, Item 1A
"Risk Factors," in the Company's Form 10-K for the year ended September 29,
2006, in evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. The forward-looking
statements included herein are only made as of the date of this Form 10-Q.
The
Company assumes no obligation, and disclaims any obligation, to update such
forward-looking statements to reflect subsequent events or
circumstances.
Trademarks
We
have
registered the following trademarks, which are discussed in this Form 10-Q:
Minn
Kota®, Cannon®, Humminbird®, Bottom Line®, Fishin’ Buddy®, Silva®, Eureka!®, Old
Town®, Ocean Kayak™, Necky®, Escape®, Extrasport®, Carlisle®, Lendal™,
Scubapro®, UWATEC®, and Seemann Sub™.
13
JOHNSON
OUTDOORS INC.
Overview
The
Company designs, manufactures and markets top-quality outdoor recreational
products. Through a combination of innovative products and strong marketing
and
distribution, the Company meets the needs of the outdoor enthusiast, seeking
to
set itself apart from the competition. Its subsidiaries comprise a network
that
promotes entrepreneurialism and leverages best practices and synergies,
following the strategic vision set by executive management and approved by
the
Company’s Board of Directors.
Net
sales
for the quarter ended June 29, 2007 were $150.6 million, an 11.1% increase
compared to net sales of $135.5 million for the prior year quarter. Gains in
Marine Electronics, Watercraft and Diving business groups more than offset
the
anticipated continued slowing of military sales in Outdoor Equipment. Key
drivers during the quarter included:
|
§
|
Marine
Electronics sales rose 23.3% above last year’s third quarter due to strong
reception to new products in the Minn Kota® and
Humminbird® brands.
|
|
§
|
Watercraft
sales increased 4.5% over last year’s third quarter in response to
favorable marketplace reception to new products in the Company’s paddle
sport brand portfolio and continued growth in key international
markets.
|
|
§
|
Diving
sales increased 14.3% ahead of last year’s third quarter due to improved
performance by the SCUBAPRO® brand in Europe; the successful European
launch of a new UWATEC® dive computer; and the acquisition of the Seemann
Sub™ brand on April 2, 2007, which added $2.3 million in sales this
quarter.
|
|
§
|
Outdoor
Equipment sales were down 15.7% due primarily to slowing of military
sales, which declined 21.9% versus the prior year
quarter.
|
Net
sales
in the first nine months of fiscal 2007 were $344.4 million versus $315.5
million in the same nine-month period last year, an increase of 9.2%. Consistent
with the third quarter, key drivers in the year-to-date period
were:
|
§
|
Successful
new product launches in Marine Electronics, particularly Minn Kota®, Humminbird®
and Cannon® brands which posted double-digit revenue growth during the
current year nine-month period.
|
|
§
|
Strong
demand behind new paddle sport product launches and international
market
expansion in the Company’s paddle sport
brands.
|
|
§
|
Improved
performance in European Diving operations due to growth in SCUBAPRO® and
the acquisition of the Seemann Sub™
brand.
|
The
Company’s financial position remains healthy as debt to total capitalization
stood at 27.0% at the end of the current quarter versus 26.0% at June 30, 2006.
Debt, net of cash, was $36.4 million in the current year quarter compared to
$20.0 million in the prior year quarter.
14
JOHNSON
OUTDOORS INC.
The
Company’s business is seasonal in nature. The third quarter ended June 29, 2007
falls within the Company’s primary selling season. The table below sets forth a
historical view of the Company’s seasonality during the last three completed
fiscal years.
Year
Ended
|
||||||||||||||||||||||||
September
29, 2006
|
September
30, 2005
|
October
1, 2004
|
||||||||||||||||||||||
Quarter
Ended
|
Net
Sales
|
Operating
Profit
(Loss)
|
Net
Sales
|
Operating
Profit
(Loss)
|
Net
Sales
|
Operating
Profit
(Loss)
|
||||||||||||||||||
December
|
19 | % | (4) | % | 20 | % |
—
|
% | 18 | % | 7 | % | ||||||||||||
March
|
27
|
40
|
28
|
54
|
27
|
45
|
||||||||||||||||||
June
|
34
|
67
|
32
|
76
|
34
|
72
|
||||||||||||||||||
September
|
20
|
(3) |
20
|
(30 | ) |
21
|
(24 | ) | ||||||||||||||||
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
Results
of Operations
The
Company’s net sales and operating profit (loss) by segment are summarized as
follows for the periods presented below:
|
||||||||||||||||
(millions) |
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
June
29
2007
|
June
30
2006
|
June
29
2007
|
June
30
2006
|
|||||||||||||
Net
sales:
|
||||||||||||||||
Marine
electronics
|
$ |
71.0
|
$ |
57.6
|
$ |
165.0
|
$ |
139.1
|
||||||||
Outdoor
equipment
|
17.2
|
20.4
|
46.4
|
53.5
|
||||||||||||
Watercraft
|
37.1
|
35.5
|
71.6
|
68.1
|
||||||||||||
Diving
|
25.5
|
22.3
|
61.9
|
55.2
|
||||||||||||
Other/eliminations
|
(0.2 | ) | (0.3 | ) | (0.5 | ) | (0.4 | ) | ||||||||
Total
|
$ |
150.6
|
$ |
135.5
|
$ |
344.4
|
$ |
315.5
|
||||||||
Operating
profit:
|
||||||||||||||||
Marine
electronics
|
$ |
12.6
|
$ |
9.9
|
$ |
21.6
|
$ |
20.7
|
||||||||
Outdoor
equipment
|
2.8
|
2.5
|
5.7
|
7.1
|
||||||||||||
Watercraft
|
(1.2 | ) |
3.0
|
(4.1 | ) | (0.6 | ) | |||||||||
Diving
|
3.0
|
2.1
|
3.8
|
3.2
|
||||||||||||
Other/eliminations
|
(2.5 | ) | (3.6 | ) | (10.9 | ) | (9.0 | ) | ||||||||
Total
|
$ |
14.7
|
$ |
13.9
|
$ |
16.1
|
$ |
21.4
|
See
Note
13 of the notes to the condensed consolidated financial statements for the
definition of segment net sales and operating profit.
Net
Sales
Net
sales
on a consolidated basis for the three months ended June 29, 2007 were $150.6
million, an increase of $15.1 million or 11.1% compared to $135.5
million for the three months ended June 30, 2006. The Marine Electronics
business posted net sales of $71.0 up $13.4 million or 23.3% from
$57.6 million in the prior year quarter. This increase was due to favorable
reception to new products in this segment across all brands. Net sales for
the
Watercraft business were $37.1 million, an increase of $1.6 million or 4.5%
compared to $35.5 million in the prior year quarter. These results were due
primarily to distribution and market expansion in Europe. Net sales for the
Outdoor Equipment business were $17.2 million for the quarter, a decrease of
$3.2 million or 15.7% from the prior year quarter sales of $20.4 million.
The causes of this change were a $1.6 million decrease in military sales from
the prior year quarter, a reduction in net sales of approximately $2.6 million
from a specialty market sales program implemented in the prior year quarter
that
was not repeated in the current year quarter, partially offset by increases
in
consumer tent sales. Net sales for the Diving business were $25.5 million this
quarter, versus $22.3 million in the prior year quarter, an increase of
$3.2 million or 14.5%. The increase was due to new product launches,
sales growth in Europe, and sales from the recently acquired Seemann business.
The Seemann business, acquired on April 2, 2007, added $2.3 million in sales
to
the third quarter of fiscal 2007.
15
JOHNSON
OUTDOORS INC.
Net
sales
on a consolidated basis for the nine months ended June 29, 2007 were $344.4
million, an increase of $28.9 million or 9.2% compared to $315.5 million
for the nine months ended June 30, 2006. Net sales for the Marine Electronics
business were $165.0 up $25.9 million or 18.6% versus $139.1 million in the
prior year period. This increase was due in part to the successful launch of
new
Minn Kota®,
Humminbird®
and Cannon®
products.
The Watercraft business had
year-to-date net sales of $71.6 million, an increase of $3.5 million or 5.1%
compared to $68.1 million in the prior year period. The increase in
Watercraft net sales was due to strong demand for new product introductions
and
32.4% sales growth in international markets. Year-to-date net sales for the
Outdoor Equipment business were $46.4 million, down $7.1 million or 13.3% from
prior year-to-date net sales of $53.5 million. This change in net sales was
driven largely by a decline in military sales of $6.5 million, offset partially
by an increase in consumer tent sales. The Diving business had year-to-date
net
sales of $61.9 million, an increase of $6.7 million or 12.1% from the prior
year
period net sales of $55.2 million. This increase was due to improved growth
in SCUBAPRO brand sales in Europe, Asia and developing markets, contributions
from the newly acquired Seemann Sub™ brand, and a favorable currency translation
impact of $2.2 million.
Gross
Profit
Third
quarter gross profit increased $6.5 million or 11.2% over the prior year quarter
due to higher sales. Gross profit as a percentage of net sales was 42.4% on
a
consolidated basis for the quarter ended June 29, 2007, consistent with the
prior year quarter. Modest gross margin declines in Marine Electronics and
Diving were offset by gross margin increases in Watercraft and Outdoor
Equipment.
Gross
profit for the nine month period ended June 29, 2007 increased $8.3 million
or
6.3% over the prior year period due to higher sales volume, offset slightly
by
lower margins. Gross profit as a percentage of net sales on a consolidated
basis
was 40.5% for the nine month period ended June 29, 2007 compared to 41.6% in
the
prior year period. The decline in gross profit margin was driven by raw material
cost increases and short-term production inefficiencies, which were partially
offset by an improved product mix.
Operating
Profit
Operating
profit on a consolidated basis for the three months ended June 29, 2007 was
$14.7 million compared to an operating profit of $13.9 million in the prior
year
quarter, an increase of $0.8 million. The change in operating profit during
the
current quarter as compared to the same period last year was due to the same
factors described above that impacted the Company’s gross profit in the current
year period. In addition, the Company incurred an unfavorable settlement of
an
intellectual property dispute of $4.4 million in the current year quarter,
restructuring charges in Germany Diving, and increased commission expenses
at
Marine Electronics. For the three months ended June 30, 2006, the
Company incurred unusual expenses related to the departure of an officer of
the
Company resulting in a net charge for severance and other departure costs of
$0.8 million. Additionally, Outdoor Equipment recorded a $1.2 million charge
in
the third quarter of 2006 due to significant flooding which occurred in the
State of New York in June of that year.
Operating
profit on a consolidated basis for the nine months ended June 29, 2007 was
$16.1
million compared to an operating profit of $21.4 million in the prior year
quarter. The change in operating profit during the current year-to-date period
from the same period last year was due to the factors driving the Company’s
gross profit previously described. In addition, ramp up costs related to a
new
Marine Electronics distribution center, restructuring charges in Germany Diving,
increased commission expenses at Marine Electronics, and spending on one-time
brand-building investments and strategic studies in the second quarter
negatively impacted operating profit. Also impacting the year-to-date
comparison was the unfavorable intellectual property dispute settlement for
$4.4
million in the current nine month period versus the receipt of a favorable
legal
settlement in the prior year period.
16
JOHNSON
OUTDOORS INC.
Other
Income and Expense
Interest
expense totaled $1.6 million for the three months ended June 29, 2007,
consistent with the corresponding period of the prior year. Although the Company
has continued to incur increased short term borrowings in fiscal 2007 to meet
working capital needs, payments of $17.0 million were made on the Company's
outstanding senior notes during the nine months ended June 29, 2007. Interest
expense for the nine months ended June 29, 2007 was $4.1 million, compared
to
$3.9 million in the corresponding period of the prior year.
Interest
income was $0.1 million and $0.5 million, respectively, for the three and nine
months ended June 29, 2007, compared with $0.1 million and $0.3 million,
respectively, for the three and nine months ended June 30, 2006. Other income
during the three and nine months ended June 29, 2007 was $0.5 million and $0.7
million compared to a net expense for the three and nine months ended June
30,
2006 of $0.2 million and $0.5 million. Favorability over the prior year was
a
result of foreign currency gains.
Income
Taxes
The
Company’s effective tax rate for the three and nine months ended June 29, 2007
was 39.8% and 40.9%, respectively, compared to 46.6% and 44.4%, in the
corresponding periods of the prior year. The effective tax rates for the three
and nine month periods ended June 29, 2007 were impacted by a change in the
tax
rate used to value the majority of deferred tax assets in the United States
from
34% to 35%. In addition, the nine month period ended June 29, 2007
was also impacted by foreign tax audit settlements which occurred in the second
quarter. The effective tax rates for the three and nine month periods
ended June 30, 2006 were negatively impacted by charges of $0.9 million related
to foreign tax audits.
Net
Income
Net
income for the three months ended June 29, 2007 was $8.3 million, or $0.89
per
diluted share, compared to $6.6 million, or $0.72 per diluted share, for the
corresponding period of the prior year.
Net
income for the nine months ended June 29, 2007 was $7.7 million, or $0.84 per
diluted share, compared to $9.6 million, or $1.05 per diluted share, for the
corresponding period of the prior year.
Financial
Condition
The
Company’s cash flow from operating, investing and financing activities, as
reflected in the condensed consolidated statements of cash flows, is summarized
in the following table:
(millions) |
Nine
Months Ended
|
|||||||
June
29
2007
|
June
30
2006
|
|||||||
Cash
provided by (used for):
|
||||||||
Operating
activities
|
$ | (34.9 | ) | $ | (27.7 | ) | ||
Investing
activities
|
(17.8 | ) | (16.2 | ) | ||||
Financing
activities
|
34.7
|
13.1
|
||||||
Effect
of exchange rate changes
|
1.7
|
2.3
|
||||||
Decrease
in cash and cash equivalents
|
$ | (16.3 | ) | $ | (28.5 | ) |
Historically,
as of the end of the Company’s third fiscal quarter each year, the Company is
heavily invested in working capital assets, particularly accounts receivable,
which results from its heavy selling season, and inventory on hand to support
the summer selling season for recreational products.
The
Company’s debt to total capitalization ratio has increased to 27.0% as of June
29, 2007 from 26.0% as of June 30, 2006, as the Company has incurred short-term
borrowings to meet working capital needs resulting from increased
sales.
17
JOHNSON
OUTDOORS INC.
Operating
Activities
Cash
flows used for operations totaled $34.9 million for the nine months ended June
29, 2007 compared with $27.7 million used for operations for the corresponding
period of the prior year.
Accounts
receivable increased $52.9 million for the nine months ended June 29, 2007,
compared to an increase of $44.5 million in the prior year period. The
increase in accounts receivable was due primarily to sales growth in Marine
Electronics and Diving. Inventories increased by $18.4 million for the nine
months ended June 29, 2007 compared to an increase of $10.5 million in the
prior
year period. The increase in inventory growth year over year was primarily
attributable to: sales growth in Marine Electronics; short-term
production inefficiencies in the Marine Electronics business, which have
continued to improve through the course of the third quarter; and weaker than
expected sales in Watercraft. Accounts payable and accrued
liabilities increased $21.6 million for the nine months ended June 29, 2007
versus an increase of $14.0 million for the corresponding period of the prior
year. The increase in accounts payable growth year-over-year was driven by
proportionally higher business activity and extended vendor payment
cycles.
Including
the amortization of deferred finance costs, depreciation and amortization
charges were $7.1 million for the nine months ended June 29, 2007 and $6.6
million for the corresponding period of the prior year.
Investing
Activities
Cash
flows used for investing activities totaled $17.8 million for the nine months
ended June 29, 2007 and $16.2 million for the corresponding period of the
prior year. Capital expenditures totaled $8.3 million for the nine months ended
June 29, 2007 and $6.4 million for the corresponding period of the prior year.
The Company’s recurring investments are made primarily for tooling for new
products and enhancements on existing products. In fiscal 2007, the Company's
capital expenditures are anticipated to be higher than prior year levels as
the
Company expects to invest in tooling, leasehold improvements and new ERP systems
in its Marine Electronics business. These expenditures are expected to be funded
by working capital or existing credit facilities.
On
April
2, 2007, the Company purchased the business assets and related liabilities
of
Seemann Sub gmbH & Co. KG (Seemann) for $8.1 million. On October 3, 2006,
the Company acquired all of the outstanding common stock of Lendal Products
Ltd.
(Lendal) from Lendal's founders for $1.5 million. On October 3, 2005, the
Company acquired the assets of Cannon/Bottomline for $9.9 million.
Financing
Activities
Cash
flows provided by financing activities totaled $34.7 million for the nine months
ended June 29, 2007 and $13.1 million for the corresponding period of the prior
year. The Company made principal payments on senior notes and other long-term
debt of $17.0 million and $13.0 million during the first nine months of fiscal
years 2007 and 2006, respectively.
The
Company has a $75 million unsecured revolving credit facility which expires
on
October 7, 2010. Available credit under this agreement, along with cash provided
by operating activities, is expected to provide adequate funding for the
Company’s operations for fiscal 2007. The Company had borrowings outstanding on
revolving credit facilities of $51.0 million ($45.0 million at an interest
rate
of 6.125% and $6.0 million at an interest rate of 8.25%) as of June 29,
2007.
On
February 1, 2007, the Company entered into a new $10 million unsecured revolving
credit facility agreement expiring on October 1, 2007. The Company
repaid and closed this credit facility in May 2007 as it was no longer
needed.
18
JOHNSON
OUTDOORS INC.
On
June
15, 2007, the Company announced its first dividend, payable on July 26, 2007,
to
shareholders of record on July 12, 2007. The dividend rate is $0.055 per Class
A
share and $0.05 per Class B share. The total dividend payout at these rates
and
current shares outstanding will be approximately $0.5 million.
Obligations
and Off Balance Sheet Arrangements
The
Company has obligations and commitments to make future payments under debt
agreements and operating leases. The following schedule details these
obligations at June 29, 2007.
Payment
Due by Period
|
||||||||||||||||||||
(millions)
|
Total
|
|
Remainder 2007
|
2008/09
|
2010/11
|
2012
&
After
|
||||||||||||||
Long-term
debt
|
$ |
20.8
|
$ |
—
|
$ |
20.8
|
$ |
—
|
$ |
—
|
||||||||||
Short-term
debt
|
51.0
|
51.0
|
—
|
—
|
—
|
|||||||||||||||
Operating
lease obligations
|
22.1
|
1.4
|
7.6
|
5.2
|
7.9
|
|||||||||||||||
Open
purchase orders
|
48.5
|
48.5
|
—
|
—
|
—
|
|||||||||||||||
Contractually
obligated interest payments
|
1.9
|
0.3
|
1.6
|
—
|
—
|
|||||||||||||||
Total
contractual obligations
|
$ |
144.3
|
$ |
101.2
|
$ |
30.0
|
$ |
5.2
|
$ |
7.9
|
Interest
obligations on short-term debt are included in the contractually obligated
interest payments above only to the extent accrued as of June 29, 2007. Future
interest costs on the revolving credit facility cannot be estimated due to
the
variability of the borrowings against that facility and the variable interest
rates on that facility.
The
Company also utilizes letters of credit for trade financing purposes. Letters
of
credit outstanding at June 29, 2007 totaled $2.2 million.
The
Company has no off-balance sheet arrangements.
Market
Risk Management
The
Company is exposed to market risk stemming from changes in foreign exchange
rates, interest rates and, to a lesser extent, commodity prices. Changes in
these factors could cause fluctuations in earnings and cash flows. The Company
may reduce exposure to certain of these market risks by entering into hedging
transactions authorized under Company policies that place controls on these
activities. Hedging transactions involve the use of a variety of derivative
financial instruments. Derivatives are used only where there is an underlying
exposure, not for trading or speculative purposes. In the past the
Company has mitigated a portion of the fluctuations in certain foreign
currencies through the purchase of foreign currency swaps, forward contracts
and
options to hedge known commitments, primarily for purchases of inventory and
other assets denominated in foreign currencies; however, no such transactions
were entered into during fiscal 2006 or the first three quarters of fiscal
2007.
Foreign
Operations
The
Company has significant foreign operations, for which the functional currencies
are denominated primarily in Euros, Swiss francs, Japanese yen and Canadian
dollars. As the values of the currencies of the foreign countries in which
the
Company has operations increase or decrease relative to the U.S. Dollar, the
sales, expenses, profits, losses, assets and liabilities of the Company’s
foreign operations, as reported in the Company’s condensed consolidated
financial statements, increase or decrease, accordingly. In the past the Company
has mitigated a portion of the fluctuations in certain foreign currencies
through the purchase of foreign currency swaps, forward contracts and options
to
hedge known commitments, primarily for purchases of inventory and other assets
denominated in foreign currencies; however, no such transactions were entered
into during fiscal 2006 or the first three quarters of fiscal 2007.
19
JOHNSON
OUTDOORS INC.
Interest
Rates
The
Company’s debt structure and interest rate risk are managed through the use of
fixed and floating rate debt. The Company’s primary exposure is to changes in
United States interest rates. The Company also periodically enters into interest
rate swaps, caps or collars to hedge its exposure and lower financing costs.
The
Company had no interest rate swaps, caps or collars outstanding as of June
29,
2007 or September 29, 2006.
Commodities
Certain
components used in the Company’s products are exposed to commodity price
changes. The Company manages this risk through instruments such as purchase
orders and non-cancelable supply contracts. The Company’s primary commodity
price exposures are plastics, metals and packaging materials.
Sensitivity
to Changes in Value
The
estimates that follow are intended to measure the maximum potential fair value
or earnings the Company could lose in one year from adverse changes in market
interest rates. The calculations are not intended to represent actual losses
in
fair value or earnings that the Company expects to incur. The estimates do
not
consider favorable changes in market rates. The table below presents the
estimated maximum potential loss in fair value and annual earnings before income
taxes from a 100 basis point movement in interest rates on the senior notes
outstanding at June 29, 2007:
(millions) |
Estimated
Impact on
|
||
Fair
Value
|
Income
Before Income Taxes
|
||
Interest
rate instruments
|
$
0.2
|
$
0.2
|
The
Company has outstanding $20.8 million in unsecured senior notes as of June
29,
2007. The senior notes bear interest at rates that range from 7.15% to 7.82%
and
are to be repaid through December 2008. The fair market value of the Company’s
fixed rate senior notes was $21.4 million as of June 29, 2007.
Other
Factors
The
Company experienced inflationary pressures during fiscal 2006 and fiscal 2007
to
date on energy, metals and resins. The Company anticipates that changing costs
of basic raw materials may impact future operating costs and, accordingly,
the
prices of its products. The Company is involved in continuing programs to
mitigate the impact of cost increases through changes in product design and
identification of sourcing and manufacturing efficiencies. Price increases
and,
in certain situations, price decreases are implemented for individual products,
when appropriate.
Critical
Accounting Policies and Estimates
The
Company’s critical accounting policies are identified in the Company’s Annual
Report on Form 10-K for the fiscal year ending September 29, 2006 in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations under the heading “Critical Accounting Policies and Estimates.”
There were no significant changes to the Company’s critical accounting policies
during the nine months ended June 29, 2007.
20
JOHNSON
OUTDOORS INC.
New
Accounting Pronouncements
In
July
2006, the Financial Accounting Standards Board (FASB) issued Interpretation
48
(“FIN 48”), Accounting for Uncertainty in Income Taxes - an Interpretation
of FASB Statement No 109. This Interpretation provides a consistent
recognition threshold and measurement attribute, as well as criteria for
recognizing, derecognizing and measuring uncertain tax positions for financial
statement purposes. This Interpretation also requires expanded disclosure with
respect to the uncertainty in income tax positions. FIN 48 will be effective
beginning in fiscal year 2008 for the Company. Management is currently assessing
the effect of this pronouncement on the Company’s consolidated financial
statements.
In
September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for
Defined Pension and Other Postretirement Plans. This Statement requires
recognition of the funded status of a single-employer defined benefit
postretirement plan as an asset or liability in its statement of financial
position. Funded status is determined as the difference between the fair value
of plan assets and the benefit obligation. Changes in that funded status will
be
recognized in other comprehensive income. This recognition provision and the
related disclosures are to be effective at the end of fiscal 2007 for the
Company. This Statement also requires the measurement of plan assets and benefit
obligations as of the date of the fiscal year-end balance sheet. This
measurement provision is effective for fiscal 2009 for the Company. Management
is currently assessing the effect of this pronouncement on the Company’s
consolidated financial statements and will recalculate the funded status of
its
defined benefit pension plans during the fourth quarter of fiscal 2007. Had
the
Company been required to recognize the underfunded status of its defined benefit
plans in its condensed consolidated balance sheet as of September 29, 2006
other
long-term liabilities would have increased by $1.9 million with a corresponding
decrease in other comprehensive income.
Item
3. Quantitative
and Qualitative Disclosures about Market Risk
Information
with respect to this item is included in Management’s Discussion and Analysis of
Financial Condition and Results of Operations under the heading “Market Risk
Management.”
Item
4. Controls
and Procedures
The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company’s reports filed under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
recorded, processed, summarized and reported within the specified time periods.
As of the end of the period covered by this report, the Company carried out
an
evaluation, under the supervision and with the participation of the Company’s
management, including the Chief Executive Officer and Chief Financial Officer,
of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of such period, the Company's disclosure controls
and procedures were effective in recording, processing, summarizing and
reporting, on a timely basis, information required to be disclosed by the
Company in reports that the Company files with or submits to the Securities
and
Exchange Commission. It should be noted that in designing and evaluating the
disclosure controls and procedures, management recognized that any controls
and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost benefit
relationship of possible controls and procedures. The Company has designed
its
disclosure controls and procedures to reach a level of reasonable assurance
of
achieving the desired control objectives and, based on the evaluation described
above, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective
at reaching that level of reasonable assurance.
There
were no changes in the Company’s internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
21
JOHNSON
OUTDOORS INC.
PART
II OTHER
INFORMATION
Item
1. Legal
Proceedings
The
Company is subject to various legal actions and proceedings in the normal course
of business, including those related to product liability and environmental
matters. The Company is insured against loss for certain of these matters.
Although litigation is subject to many uncertainties and the ultimate exposure
with respect to these matters cannot be ascertained, management does not believe
the final outcome of any pending litigation will have a material adverse effect
on the financial condition, results of operations, liquidity or cash flows
of
the Company.
On
July
10, 2007, after considering the costs of continuing to pursue litigation, the
Company reached a settlement agreement with Confluence Holdings Corp. that
will
end a long-standing intellectual property dispute between the two companies.
While the terms of the agreement are confidential, the settlement does not
constitute an admission of wrongdoing by either party and includes a one-time
payment by Johnson Outdoors to Confluence Holdings Corp. of $4.4
million. The Company has made an insurance claim for this matter, and
at this time does not expect resolution of the claim with its insurer in fiscal
2007.
Item
6.
|
Exhibits
|
||
The
following exhibits are filed as part of this Form 10-Q:
|
|||
31.1
|
Certification
by the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
||
31.2
|
Certification
by the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
||
32
(1)
|
Certification
of Periodic Financial Report by the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002.
|
(1)
This
certification is not “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Securities Exchange
Act of
1934, as amended.
22
JOHNSON
OUTDOORS INC.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
JOHNSON
OUTDOORS INC.
|
|
Signatures
Dated: August 1, 2007
|
|
/s/
Helen P.
Johnson-Leipold
|
|
Helen
P. Johnson-Leipold
Chairman
and Chief Executive Officer
|
|
/s/
David W.
Johnson
|
|
David
W. Johnson
Vice
President and Chief Financial Officer
(Chief
Financial and Accounting Officer)
|
23
Exhibit
Index to Quarterly Report on Form 10-Q
Exhibit
Number
|
Description
|
31.1
|
Certification
by the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification
by the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32
(1)
|
Certification
of Periodic Financial Report by the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002.
|